UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2022, Adicet Therapeutics, Inc. (“Adicet Therapeutics”), a wholly-owned subsidiary of Adicet Bio, Inc. (the “Company”) and CP Enterprises, Inc. d/b/a CP Construction (“CP Construction”) entered into Change Order No. 3 (the “Change Order No. 3”) to the Standard Form of Agreement between Owner and Contractor Where the Basis for Payment is a Stipulated Sum, effective as of April 2, 2021, by and between Adicet Therapeutics and CP Construction (the “Construction Agreement”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 9, 2021. The Construction Agreement provides for pre-construction and construction services at the Company’s office and laboratory space at 1000 Bridge Parkway, Redwood City, California 94065 (“1000 Bridge Parkway”) for consideration of approximately $14 million to CP Construction. The Change Order No. 3 increases the original approved budget for the construction by approximately $5 million in order to build one GMP cell processing and one vector manufacturing suite in addition to controlled materials warehousing at 1000 Bridge Parkway. Adicet Therapeutics and CP Construction previously entered into two prior change orders to the Construction Agreement, which increased the consideration payable to CP Construction by a nominal amount. As required under the Lease Agreement, dated as of October 31, 2018, by and between Adicet Therapeutics as Tenant, and Westport Office Park, LLC as Landlord, as amended, the Company has acquired the consent of the landlord for each change order to the Construction Agreement.
The Change Order Nos. 1, 2, and 3 to the Construction Agreement are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K, and the description of the amendments are qualified in its entirety by reference to such respective exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
10.1 |
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10.2 |
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10.3 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Adicet Bio, Inc. |
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Date: |
March 24, 2022 |
By: |
/s/ Nick Harvey |
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Name: Title: |
Nick Harvey |
Document G701
Change Order
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Change Order Number: 01 |
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Project: Adicet Therapeutics 1000 Bridge Parkway Redwood City, CA 94065 |
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Date: 21-Sep-21
Architect's Project No: |
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Owner
Architect |
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To Contractor: (Name and Address CP Construction a Division of CP Enterprises Newark, CA 94560 |
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Contract Date: 2 April 2021 Contract For: Tenant Improvements |
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Contractor
Field
Other |
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The Contract is changed as follows:
(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)
Pressurized Change
Per Western Allied and Adicet email dated 8/23/21 for the following work: |
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Demolition of Installed Duet |
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Upsizing (4) Evs |
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Upsize exhaust duct runs |
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Upsize supply duct run |
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Upsize (9) grilles |
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Subtotal |
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$ 124,000.00 |
10% Profit, Overhead & Insurance |
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$ 12,400.00 |
Total |
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$ 136,400.00 |
The original Contract Sum was |
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$ 13,625,700.00 |
The net change by previously authorized Change Orders |
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$ 0.00 |
The Contract Sum prior to this Change Order was |
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$ 13,625,700.00 |
The Contract Sum will be increased by this Change Order in the amount of |
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$ 136,400.00 |
The new Contract Sum including this Change Order will be |
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$ 13,762,100.00 |
The Contract will be unchanged by 0 days |
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The date of Substantial Completion as of the date of this Change Order therefore is |
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(Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.)
NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.
Form4 Architecture, Inc. |
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CP Construction |
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Adicet Therapeutics, Inc. |
ARCHITECT (Firm Name) |
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CONTRACTOR (Firm Name) |
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OWNER (Firm Name) |
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120 2nd St# 2. San Francisco, CA 94105 |
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6662 Mayhews Landing Rd. Newark, 94560 |
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200 Constitution Dr. Menlo Park, CA 94025 |
Address |
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Address |
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Address |
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/s/ Paul Ferro |
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/s/ Leslie Hellewell |
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/s/ Charlie Penner |
By (Signature) |
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By (Signature) |
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By (Signature) |
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Paul Ferro |
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Leslie Hellewell |
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Charlie Penner |
Typed Name |
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Typed Name |
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Typed Name |
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September 23, 2021 |
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September 21, 2021 |
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September 22, 2021 |
Date |
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Date |
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Date |
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Document G701
Change Order
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Change Order Number: 02 |
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Project: Adicet Therapeutics 1000 Bridge Parkway Redwood City, CA 94065 |
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Date: 7-Feb-22
Architect's Project No: |
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Owner
Architect |
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To Contractor: (Name and Address CP Construction a Division of CP Enterprises Newark, CA 94560 |
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Contract Date: 2 April 2021 Contract For: Tenant Improvements |
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Contractor
Field
Other |
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The Contract is changed as follows:
(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)
Vivarium Modifications
Per email correspondence with Charlie Penner on 2/3/22 for the following work: |
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Demo |
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$ 2,500.00 |
Electrical |
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$ 8,000.00 |
HVAC & Plumbing |
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$ 8,500.00 |
Fire Alarm |
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$ 2,000.00 |
Fire Sprinklers |
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$ 3,000.00 |
Frame & Drywall |
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$ 10,000.00 |
Tape & Paint |
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$ 4,500.00 |
Subtotal |
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$ 38,500.00 |
10% Profit, Overhead & Insurance |
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$ 3,850.00 |
Total |
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$ 42,350.00 |
The original Contract Sum was |
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$ 13,625,700.00 |
The net change by previously authorized Change Orders |
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$ 136,400.00 |
The Contract Sum prior to this Change Order was |
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$ 13,762,100.00 |
The Contract Sum will be increased by this Change Order in the amount of |
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$ 42,350.00 |
The new Contract Sum including this Change Order will be |
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$ 13,804,450.00 |
The Contract will be increased by 30 days |
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The date of Substantial Completion as of the date of this Change Order therefore is |
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(Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.)
NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.
Form4 Architecture, Inc. |
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CP Construction |
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Adicet Therapeutics, Inc. |
ARCHITECT (Firm Name) |
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CONTRACTOR (Firm Name) |
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OWNER (Firm Name) |
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120 2nd St# 2. San Francisco, CA 94105 |
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6662 Mayhews Landing Rd. Newark, 94560 |
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200 Constitution Dr. Menlo Park, CA 94025 |
Address |
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Address |
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Address |
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/s/ Paul Ferro |
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/s/ Leslie Hellewell |
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/s/ Chen Schor |
By (Signature) |
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By (Signature) |
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By (Signature) |
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Paul Ferro |
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Leslie Hellewell |
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Chen Schor |
Typed Name |
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Typed Name |
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Typed Name |
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March 2, 2022 |
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February 7, 2022 |
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March 18, 2022 |
Date |
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Date |
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Date |
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ocument G701
Change Order
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Change Order Number: 03 |
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Project: Adicet Therapeutics 1000 Bridge Parkway Redwood City, CA 94065 |
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Architect's Project No: |
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Owner
Architect |
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To Contractor: (Name and Address CP Construction a Division of CP Enterprises Newark, CA 94560 |
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Contract For: Tenant Improvements |
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Contractor
Field
Other |
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The Contract is changed as follows:
(Include, where applicable, any undisputed amount attributable to previously executed Construction Change Directives)
Pressurized Change
Adicet GxP Lab Rev 01 (Per Pricing Revision 02 set & the 1/20/22 Preliminary
Schedule) |
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Demo |
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$ 165,000.00 |
Demo existing finishes & reinstall |
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$ 350,000.00 |
Walls |
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$ 248,815.00 |
VCT and carpet flooring |
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$ 9,000.00 |
HVAC |
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$ 1,662,201.00 |
Electrical |
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$ 567,000.00 |
Plumbing |
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$ 499,644.00 |
Fire Sprinklers |
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$ 61,237.00 |
Fire alarms |
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$ 47,950.00 |
Doors |
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$ 151,300.00 |
Lab casework, tables and lockers |
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$ 134,250.00 |
Flooring labs |
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$ 134,700.00 |
Equipment lift |
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$ 130,000.00 |
Roofing |
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$ 45,000.00 |
Structural steel |
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$ 275,000.00 |
T-bar ceilings |
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$ 130,320.00 |
FRP walls |
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$ 75,000.00 |
Painting |
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$ 61,580.00 |
Final Janitorial |
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$ 7,000.00 |
General conditions & PM |
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$ 90,000.00 |
Subtotal |
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$ 485,017.00 |
10% Profit, Overhead & Insurance |
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$ 484,501.70 |
Total |
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$ 5,329,518.70 |
The original Contract Sum was |
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$ 13,625,700.00 |
The net change by previously authorized Change Orders |
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$ 178,750.00 |
The Contract Sum prior to this Change Order was |
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$ 13,804,450.00 |
The Contract Sum will be increased by this Change Order in the amount of |
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$ 5,329,518.70 |
The new Contract Sum including this Change Order will be |
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$ 19,133,968.70 |
The Contract will be increased by see attached schedule ( ) days |
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The date of Substantial Completion as of the date of this Change Order therefore is |
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(Note: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and Contractor, in which case a Change Order is executed to supersede the Construction Change Directive.)
NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER.
Form4 Architecture, Inc. |
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CP Construction |
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Adicet Therapeutics, Inc. |
ARCHITECT (Firm Name) |
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CONTRACTOR (Firm Name) |
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OWNER (Firm Name) |
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120 2nd St# 2. San Francisco, CA 94105 |
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6662 Mayhews Landing Rd. Newark, 94560 |
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200 Constitution Dr. Menlo Park, CA 94025 |
Address |
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Address |
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Address |
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/s/ Paul Ferro |
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/s/ Leslie Hellewell |
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/s/ Charlie Penner |
By (Signature) |
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By (Signature) |
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By (Signature) |
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Paul Ferro |
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Leslie Hellewell |
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Charlie Penner |
Typed Name |
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Typed Name |
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Typed Name |
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March 11, 2022 |
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March 18, 2022 |
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March 18, 2022 |
Date |
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Date |
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Date |
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